News & Analysis as of

Private Equity Funds Tax Court

Proskauer - Tax Talks

The Tax Court in Soroban Holds that Limited Partners Were Too Active To Be Treated As “Limited Partners” and are Subject to...

Proskauer - Tax Talks on

On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”...more

WilmerHale

Court Decision on Limited Partner Exception to Self-Employment Tax

WilmerHale on

On May 28th, the U.S. Tax Court issued a decision in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) holding that all of the income allocable to the partnership’s limited partners (not just the amount...more

Morgan Lewis

Private Funds Year in Review: Key Tax Developments That Shaped the Industry in 2024

Morgan Lewis on

In 2024, several significant tax developments emerged that are set to impact the private fund industry in 2025. These changes include pivotal US Tax Court (Tax Court) opinions, updates to Internal Revenue Service (IRS) forms,...more

Morgan Lewis

Private Fund Industry Update: the Key Tax Developments That Shaped 2023

Morgan Lewis on

2023 saw a number of key tax developments that may affect the private fund industry going into 2024, from key US Tax Court opinions and updates to Internal Revenue Service (IRS) Forms, to new regulations proposed by the IRS...more

Skadden, Arps, Slate, Meagher & Flom LLP

Tax Court Holds Indirect Grant of Profits Interest To Be Non-Taxable, Citing IRS Guidance

On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the...more

White & Case LLP

In Limited Ruling, Sun Funds Avoid Liability for Portfolio Company Pension Obligations

White & Case LLP on

First Circuit: Two affiliated funds did not form an implied partnership liable for pension obligations of a portfolio company, but private equity funds can still be subject to controlled group pension liability...more

Seyfarth Shaw LLP

First Circuit Rules That Private Equity Funds Are Not Responsible For Portfolio Company Withdrawal Liability

Seyfarth Shaw LLP on

Seyfarth Synopsis: In a long-awaited decision with significant impact for the private equity industry, in Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund, the United States Court of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Sun Capital Decision Reverses Lower Court's Ruling That Funds Are Liable for a Portfolio Company's Withdrawal Liability

The First Circuit, however, disagreed with the lower court. Analyzing the multi-factor test for establishing partnership status under federal tax court precedent and noting the lack of other formal guidance from regulators or...more

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